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Business Partnership Foundation

Bylaws


THE UNIVERSITY OF SOUTH CAROLINA BUSINESS PARTNERSHIP FOUNDATION

ARTICLE I
Name

The name of this organization shall be The University of South Carolina-Business Partnership Foundation.

ARTICLE II
Nature

The form of this organization is that of an eleemosynary, non-profit corporation whose purposes shall be similar to those of any charitable or eleemosynary corporation, except as limited by its charter.

ARTICLE III
Purposes

The purpose of the University of South Carolina-Business Partnership Foundation is to make the Moore School of Business one of the best in the nation. Towards this end the Foundation shall:

  1. Establish a continuing partnership between the University of South Carolina, the business community of the State of South Carolina, and business communities throughout the world for the enhancement and improvement of the Moore School of Business.
     
  2. Solicit and receive gifts, bequests, devises of things of value and accept the same subject to such conditions and trusts as may be imposed thereon for the exclusive benefit of the Moore School of Business in conjunction with regular funds from the University.
  3. Build an endowment fund and supervise the creative management of this fund; and disburse monies as determined by the Board of Trustees and in accordance with the limitations of any gift.
  4. Determine in cooperation with the administration of the Moore School of Business, appropriate projects and programs of that school to be financed in whole or in part by funds raised or by income from the endowment fund.
  5. Encourage and assist in supporting research in business and related areas.
  6. Bring together representatives from different businesses and government and other organizations and assist in conducting conferences, seminars, and management programs to further the education, development and effectiveness of management personnel worldwide.

ARTICLE IV
Offices

The offices of the Foundation shall be the same as the Dean of the Moore School of Business of the University of South Carolina, Columbia, South Carolina, or such other office as may be designated by the Board of Trustees.

ARTICLE V
Board of Trustees

Section 2. Number and Qualifications.

The Board of Trustees shall consist of forty-five (45) members in the following categories:

(a) Forty (40) shall be businesspersons elected in accordance with Article V, Section 3, two of which shall be alumni of the Moore School of Business.

(b) Three (3) shall be Ex-officio members. They shall be the President of the University of South Carolina, the Executive Director of University Foundations, and the Dean of the Moore School of Business. They shall have all rights and privileges of other Trustees with the exception of voting rights.

(c) Two (2) shall be Trustees of the University of South Carolina who shall be selected by that Board.

(d) Trustees who have served a minimum of two (2) four year terms may be elected as an Emeritus Trustee by a three-fourths vote of the Trustees present at any full meeting of the Board. Emeritus Trustees shall have all rights and privileges of other Trustees with the exception of voting rights.

Section 3. Method of Selection. At the Spring meeting each year the Executive Committee shall propose an appropriate number of persons to serve as Trustees for four (4) years and to fill any unexpired terms. The Executive Committee shall distribute the list of nominees to each Trustee at least thirty (30) days in advance of the Spring Meeting. The new Trustees shall be elected by a majority of Trustees present at the Spring Meeting. All outgoing Trustees shall be eligible to vote.

Section 4. The elected Trustees shall serve terms of four (4) years each and may serve any number of terms consecutively. Trustees shall be elected at the Spring Meeting to assume responsibilities on July 1 of the same year. All Trustees shall serve until their successors are elected.

Section 5. Vacancies. Unexpired terms of office may be filled by the existing Board of Trustees by a majority of those present and voting at any regular or special meeting of the Trustees. An out-going Trustee shall be entitled to vote in such an election.

Section 6. Meetings.

(a) Regular Meetings. There shall be two (2) regular meetings of the Trustees each year, one to be held during the fall term and one to be held during the spring term.

(b) Special Meetings. Special meetings of the Trustees may be called either by the President of the Business Partnership Foundation or the Board of Trustees in accordance with the provision of notice of meetings.

(c) Conference calls or mail ballots may be substituted for a special meeting in unusual circumstances unless otherwise provided in these Bylaws.

(d) Place of Meeting. The President of the Business Partnership Foundation shall designate the time and place for all regular and special meetings.

(e) Notice of Meetings. Written or printed notice stating the place, day, and hour of all meetings of members shall be delivered, either personally or by mail, to each member entitled to vote at such meeting, no less than five (5) or more than sixty (60) days before the date of such meeting, by or at the discretion of the President or the Executive Director. In case of special meetings, the purpose for which the meeting is called shall be stated in the notice.

(f) Quorum. Ten (10) Trustees shall constitute a quorum at any meeting, at least one of whom shall be a University Trustee or an Ex officio member.

Section 7. Committees.

(a) Executive Committee—Responsibilities and Duties

The Executive Committee shall consist of the officers (President, Vice President, Treasurer, and Immediate Past President) and ex-officio Trustees of the Business Partnership Foundation.

The Executive Committee shall have the power to transact all business which the Board or any other standing Committee there of may transact, except the election or removal of member and officers of the Board and such other business as by statute or under these bylaws may require the vote of a majority or other designated number of the members of the Board.

All Trustees shall be invited to all Executive Committee meetings. Attendance is optional for Trustees who are not members of the Committee, but those who are present shall have power to vote.

It shall be the Executive Committee’s responsibility to submit prospective Trustees and slate of officers for approval by the Board at the annual spring meeting for regular terms of office and at any regular meeting to fill unexpired terms.

The standing committees of the Business Partnership Foundation allow members of the BPF Board of Trustees and Board of Advisors to actively and substantively contribute to the Moore School’s advancement and to promote the efficient and effective engagement and interaction of the Board with the Moore School’s faculty, staff, and students and other key stakeholders. Each standing committee shall consist of at least one member of the BPF Board of Trustees. Each standing committee shall consist of at least one internal liaison from the Moore School’s faculty or staff, appointed by the Dean of the Moore School.

(b) Academic Affairs Committee—Responsibilities and Duties

This committee shall act in accordance with the general purposes of the Business Partnership Foundation Trustees to:

1. Review the academic operation of the school to ensure its standing relative to other institutions of business education and to promote the relevant needs of the public and private sectors.

2. Assist the school in the development and implementation of the school’s strategic plan under the direction of the Dean of the Moore School of Business.

3. Address student recruitment, retention, and placement issues under the direction of the Dean of the Moore School of Business.

The Academic Affairs Committee shall consist of a minimum of one (1) Trustee appointed by the President of the Business Partnership Foundation, and the Dean of the Moore School of Business. Membership on this committee is not restricted to the BPF Trustees. Non-trustees may be appointed by the Chair of the Academic Affairs Committee.

(c) Alumni Relations Committee—Responsibilities and Duties

This committee shall act in accordance with the general purposes of the Business Partnership Foundation Trustees to:

1. Advise the Office of Alumni Relations in developing alumni programs and services, class reunions, alumni publications, special events, the Annual Fund program, and related activities related to alumni.

The Alumni Relations Committee shall consist of a minimum of one (1) Trustee appointed by the President of the Business Partnership Foundation. Membership on this committee is not restricted to BPF Trustees. Non-trustees may be appointed by the Chair of the Alumni Relations Committee.

(d) Audit Committee—Responsibilities and Duties

This committee shall act in accordance with the general purposes of the Business Partnership Foundation Trustees to:

1. Ensure that the financial affairs of the Foundation are managed with the utmost legal and ethical care, as attested by a certified annual financial audit and careful review of other professional services retained.

2. Review management’s evaluation of ongoing and periodic need for various ongoing and major professional services (i.e., audit, general counsel, banking, etc.), approve scope of coverage required, and recommend to the Board the retention of appropriate professional firms.

3. Develop, maintain, and report to the Board on guidelines employed for theCommittee’s internal operations

4. Act as the liaison with external auditors.

The Audit Committee shall consist of a minimum of one (1) Trustee of the Foundation appointed by the President of the Business Partnership Foundation. Membership on this committee is not restricted to BPF Trustees. Non-trustees may be appointed by the Chair of the Audit Committee.

(e) Budget Committee—Responsibilities and Duties

This committee shall act in accordance with the general purposes of the Business Partnership Foundation Trustees to:

1. Develop and ensure that an adequate long-range plan for financing operations is in place.

2. Recommend an annual BPF operating budget.

3. Ensure proper budgetary control and appropriate financial reports.

4. Review financial operations of subsidiary corporations of the Foundation, report their status, and make recommendations to the Board.

5. Review (upon recommendation of the Dean of the Moore School of Business) faculty salary supplements, and other direct payments to faculty and administration.

6. The Dean of the Moore School of Business may present to the Committee the school’s annual operating budget, and address state and private funding needs.

7. Advise the Dean on matters pertaining to the School’s operating budget.

8. Authorize block allocations of private funding to academic, educational, and/or administrative units on an annual or semi-annual basis.

The Budget Committee shall consist of a minimum of one (1) Trustee of the Foundation appointed by the President of the Business Partnership Foundation. Membership in this committee is not restricted to BPF Trustees. Non trustees may be appointed by the Chair of the Budget Committee.

(f) Building and Facility Committee—Responsibilities and Duties

This committee shall act in accordance with the general purposes of the Business Partnership Foundation Trustees to:

1. Provide advice and expertise regarding the Moore School of Business infrastructure, existing and proposed.

2. Provide recommendations regarding information systems and technology needs of the school and assist in facilitating cooperative initiatives with the colleges across the University system and with collaborating partners outside the University.

The Building and Facility Committee shall consist of a minimum of one (1) Trustee appointed by the President of the Business Partnership Foundation. Membership on this committee is not restricted to BPF Trustees. Non-trustees may be appointed by the Chair of the Building and Facility Committee.

(g) Career and Professional Development Committee—Responsibilities and Duties

This committee shall act in accordance with the general purposes of the Business Partnership Foundation Trustees to:

1. Provide advice and expertise regarding the Moore School of Business Career and Professional Development efforts for its students and alumni, to include assistance with securing student internships and permanent job placement.

2. Provide expertise and assistance with career related professional development for Moore School of Business students.

The Career and Professional Development Committee shall consist of a minimum of one (1) Trustee appointed by the President of the Business Partnership Foundation. Membership on this committee is not restricted to BPF Trustees. Non-trustees may be appointed by the Chair of the Career and Professional Development Committee.

(h) Development Committee—Responsibilities and Duties

This committee shall act in accordance with the general purposes of the BusinessPartnership Foundation Trustees to:

1. Provide volunteer leadership for fund-raising campaigns.

2. Review and refine development case statements.

3. Identify and help the Foundation to access major donor prospects and secure gifts from those prospects.

4. Help develop strategies for approaching individual, corporate, and foundation major gift prospects.

5. Provide leadership and support in stewarding gifts made to the Business Partnership Foundation.

The Development Committee shall consist of a minimum of one (1) Trustee appointed by the President of the Business Partnership Foundation. Membership on this committee is not restricted to BPF Trustees. Non-trustees may be appointed by the Chair of the Development Committee.

(i) External Stakeholder Relations Committee—Responsibilities and Duties

This committee shall act in accordance with the general purposes of the Business Partnership Foundation Trustees to:

1. Provide advice and expertise regarding the Moore School of Business external stakeholder relations efforts, to include executive education, collaborative partnerships with the Moore School and corporate stakeholders through the school’s faculty, and organizational units.

The External Stakeholder Relations Committee shall consist of a minimum of one (1) Trustee appointed by the President of the Business Partnership Foundation. Membership on this committee is not restricted to BPF Trustees. Non-trustees may be appointed by the Chair of the External Stakeholder Relations Committee.

(j) Finance and Investments Committee—Responsibilities and Duties

This committee shall act in accordance with the general purposes of the Business Partnership Foundation Trustees to:

1. Ensure the establishment of investment policies, objectives, and criteria; annually review same and recommend needed changes and revisions to the Board.

2. Establish policy guidelines and determine allocation of assets among equity, fixed income and various other investment alternatives as deemed necessary.

3. Select and periodically review performance results of outside investment manager, investment activity and adherence to policy; terminate relationships with outside investment managers based on mangers’ and consultants’ performance and above policies and employ consultants, as needed, to evaluate performance of fund managers.

4. Develop maintain, and report to the Board on investment philosophy and guidelines employed for the Committee’s internal operation and function.

The Finance and Investments Committee shall consist of a minimum of one (1) Trustee of the Foundation appointed by the President of the Business Partnership Foundation. Membership on this committee is not restricted to BPF Trustees. Non-trustees may be appointed by the Chair of the Investment Committee.

(k) Internal Stakeholder Relations Committee—Responsibilities and Duties This committee shall act in accordance with the general purposes of the Business Partnership Foundation Trustees to:

1. Provide advice and expertise regarding the Moore School of Business internal stakeholder relations efforts, to include faculty and staff professional development, human resource issues, etc.

The Internal Stakeholder Relations Committee shall consist of a minimum of one (1) Trustee appointed by the President of the Business Partnership Foundation. Membership on this committee is not restricted to BPF Trustees. Non-trustees may be appointed by the Chair of the Internal Stakeholder Relations Committee.

l) Marketing and Communications Committee—Responsibilities and Duties The purpose of the Committee is to provide advice, encouragement, and evaluation of the Moore School of Business marketing and communications efforts. The Committee shall consist of persons with interest and experience in marketing, public relations, activities such as print and broadcast reporting and feature writing, magazine publishing, adverting, and corporate relations.

This Committee shall act in accordance with the general purposes of the Business Partnership Foundation Trustees to:

1. Keep interested audiences informed about and build support for the Moore School among a range of constituencies.

2. Evaluate the Moore School of Business publications as requested and provide advice and training in public relations techniques.

3. Evaluate the school’s branding and make appropriate recommendations to promote the school’s state and national recognition and rankings.

The Marketing and Communications Committee shall consist of a minimum of one (1) Trustee of the Foundation appointed by the President of the Business Partnership Foundation. Membership on this committee is not restricted to BPF Trustees. Non-trustees may be appointed by the Chair of the Marketing and Communications Committee.

(m) Strategic Directions Committee

Each standing committee will designate a coordinator for Sustainability and International Business who will, in turn, serve on the Strategic Directions Committee. This Committee shall act in accordance with the general purposes of the Business Partnership Foundation Trustees to:

1. Assist, promote, coordinate, and integrate efforts within and beyond the Moore School of Business in support of its strategic themes.

(n) Business Partnership Foundation Board of Advisors

The Board of Advisors fosters closer ties between the Moore School of Business and the business community. The Board assists the BPF and the school to achieve its mission by providing advice and assistance.

Board of Advisors members are appointed by the President of the Business Partnership Foundation for a two year term.

All members of the BPF Board of Advisors are asked to serve on one of the Business Partnership Foundation’s standing committees;

Academic Affairs Committee
Alumni Relations Committee
Audit Committee
Budget Committee
Building and Facility Committee
Career and Professional Development
Development Committee
External Stakeholder Relations Committee
Finance and Investments Committee
Internal Stakeholder Relations Committee
Marketing and Communications Committee
Strategy Committee

Standing committees of the Foundation meet at the discretion of the committee chair.

ARTICLE VI

Officers

Section 1. Number. The officers of the Business Partnership Foundation shall be a President, Vice President, Treasurer elected from members of the Board of Trustees, and an administrative position of Executive Director appointed by the members of the Board of Trustees.

Section 2. Election and Term of Office. The officers of the Business Partnership Foundation shall be elected members of the Board of Trustees and shall be elected for a term of two (2) years by the Board of Trustees at its regular annual meeting. Vacancies may be filled or new offices created and filled at any regular meeting of the Board of Trustees. Each officer shall hold office until a successor shall have been duly elected and qualified to take office July 1 of the same year.

Section 3. Duties. The duties of the officers shall be those which usually attach to such offices and, in addition, such further duties as may be determined from time to time by the Board of Trustees. In addition to his usual duties, the President shall make an Annual Report on the Foundation’s activities to all Board of Trustee members.

ARTICLE VII

Checks, Deposits and Funds

Section 1.

All checks (except those issued to a Dean of the School) shall require two signatures which shall consist of any two of the following:

Section 2. All funds of the Business Partnership Foundation shall be deposited to the credit of the Foundation in such banks, trust companies, or other depositories as the Finance and Investments Committee may select.

Section 3. Gifts. The Board of Trustees may accept on behalf of the Business Partnership Foundation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Foundation.

ARTICLE VIII

Books and Records

Section 1. Reporting Requirements. The Foundation shall keep in its offices correct and complete books and records of account which shall be audited annually by a certified public accountant, and shall also keep minutes of the proceedings of its Board of Trustees. All books and records of the Foundation may be inspected by a Trustee for any proper purpose at any reasonable time. Monthly interim financial statements will be prepared and will be available for inspection by any Trustee upon request. Also, any donor of $5,000 or more to the Business Partnership Foundation shall have the right to review any annual audit report or interim financial statement in the Foundation offices during normal business hours.

Section 2. Overall Accounting Method. Except for recognition of income from gifts, contributions, etc. (which may be recognized as income when received), the Business Partnership Foundation will maintain its records on the accrual basis of accounting. Other accounting policies will be approved by the Board of Trustees.

Section 3. Fiscal Year. The fiscal year of the Business Partnership Foundation shall be July 1 through June 30.

ARTICLE IX

Waiver of Notice

Whenever any notice whatever is required to be given under the provisions of the Articles of Incorporation or by the Bylaws of the Business Partnership Foundation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE X

Amendments to Bylaws

Amendments to these Bylaws may be adopted by three-fourths vote of the Trustees present at any regular meeting, providing that at least thirty (30) days written notice is given of the intention to adopt new Bylaws at such a meeting.

ARTICLE XI

Ratification

These Bylaws shall become effective when they are adopted by a three-quarter vote of the Trustees present at a meeting especially called for this purpose.

UPDATED OCTOBER 3, 2008